UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On September 30, 2025, ETHZilla Corporation (the “Company”) announced that McAndrew Rudisill, Chief Executive Officer and Chairman of the Company, will participate in a fireside chat with Vivek Raman via SumZero on Tuesday, September 30, 2025 at 12:30 p.m. ET. A copy of the presentation prepared by the Company in connection therewith is attached as Exhibit 99.1 and is incorporated herein by reference (the “Presentation”).
Following the event, an archived recording of the fireside chat will be available on the Company’s website for 30 days.
The Company uses, and will continue to use, its website, press releases, and various social media channels, including its X account (x.com/ETHZilla_ETHZ) and its LinkedIn account (https://www.linkedin.com/company/ethzilla/), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed to be material information. The contents on the Company’s website and its social media channels are not incorporated by reference in this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 is being furnished to the SEC, and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 8.01 Other Events.
ETH Accumulation Status Update
A summary of ETHZilla’s current ETH position and key metrics as of September 26, 2025:
| ● | Total ETH & ETH Equivalents Held: 102,273 |
| ● | Total ETH & ETH Equivalents Held (USD): approximately $404 million |
| ● | Total USD Cash & Cash Equivalents: approximately: $569 million | |
| ● | Total Shares Outstanding: 160,176,122 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Company Presentation dated September 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents). |
Forward Looking Statements
The fireside chat and the Presentation may contain forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the Company’s convertible debenture amendments and issuances, prior private placements and related transactions, recent OTC transaction, the amount, timing, and sources of funding for its previously announced stock repurchase program, the fact that common stock share repurchases may not be conducted in the timeframe or in the manner the Company expects, expectations regarding the capitalization, resources and ownership structure of the Company, expectations with respect to future performance, reoccurring revenue, and growth of the Company; the ability of the Company to execute its plans, the Company’s plans to continue to purchase ETH, the Company’s digital asset treasury strategy, the digital assets to be held by the Company, the Company’s current and anticipated yield strategies, including its participation in DeFi protocols, and future performance. Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially.
Applicable risks and uncertainties include, among others, failure to realize the anticipated benefits of the previously announced private placements, sale of convertible notes, and related transactions, including the Company’s digital asset treasury strategy; the Company’s ability to achieve profitable operations; fluctuations in the market price of ETH that will impact the Company’s accounting and financial reporting; government regulation of cryptocurrencies and online betting; the Company’s ability to repurchase shares of common stock, the timing thereof, purchase price thereof, and the fact that repurchases may not be undertaken under the stock repurchase program; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s outstanding convertible notes, including the Company’s ability to repay such notes, covenants associated therewith and dilution caused by the conversion thereof into common stock, and security interests associated therewith; risks relating to the Company’s OTC transaction, including the Company’s ability to repay such facility, covenants associated therewith and security interests associated therewith; risks relating to the Company’s previously announced ATM offering, including potential downward pressure on the Company’s stock price associated therewith; risks relating to the Company’s operations and business, including the highly volatile nature of the price of Ether and other cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company or the validity or enforceability of the intellectual property of the Company; risks relating to iGaming operations; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as well as the supplemental risk factors and other information the Company has or may file with the SEC, including those disclosed under Item 8.01 of the Current Reports on Form 8-K filed by the Company with the SEC on July 30, 2025, August 11, 2025, September 8, 2025, September 22, 2025, and September 25, 2025. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in the Company’s balance sheet and income statement from period-to-period. In addition, for certain crypto assets, including ETH, which the Company holds, impairment charges may be required to be reported in net income if the market price of such assets (including ETH) falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in the fireside chat and the Presentation speak only as of the date of this document, and the Company undertakes no obligation to update any forward-looking statements except as required by law. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 30, 2025
| ETHZilla Corporation | |||
| By: | /s/ McAndrew Rudisill | ||
| Name: | McAndrew Rudisill | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1

MARKET UPDATE SEPTEMBER 30, 2025

# 2 DISCLAIMER This presentation has been prepared by ETHZilla Corporation (“ ETHZilla ” or the “Company”) solely for information purposes . This presentation does not constitute an offer to sell or the solicitation of an offer to buy or acquire securities of the Company in any jurisdiction or an inducement to enter into investment activity, nor may it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever . Specifically, this presentation does not constitute a “prospectus” within the meaning of the U . S . Securities Act of 1933 , as amended (the “Securities Act”) . Current and prospective investors are encouraged to conduct their own analysis and review of information contained in this presentation as well as important additional information through the United States Securities and Exchange Commission (the “SEC”) EDGAR system at www . sec . gov and on our website at www . ethzilla . com . The Company is making this presentation available in connection with an update on its business operations and strategies . This presentation does not contain all relevant information relating to the Company or its securities, particularly with respect to the risks and special considerations involved with an investment in the securities of the Company . No securities of the Company may be offered or sold in the United States without registration with the SEC or an exemption from such registration pursuant to the Securities Act and the rules and regulations thereunder . Certain information contained in this presentation was obtained from various sources, including third parties, and has not been independently verified . No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness, correctness or reasonableness of the information or the sources presented or contained herein . By receiving this presentation, you acknowledge and agree that none of the Company or any of its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors or representatives will be liable (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation . This presentation speaks as of September 30 , 2025 . The information presented or contained in this presentation is subject to change without notice . Neither the delivery of this presentation nor any further discussions of the Company or any of its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors or representatives with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date . This presentation contains statements that constitute forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws . All statements other than statements of historical fact are forward - looking statements, including, but not limited to, statements regarding the Company's future financial position, business strategy, budgets, projected costs, and plans and objectives of management for future operations . These statements refer to many things, including and not limited to, the future value of any digital asset and/or another cryptocurrency, the management of a sophisticated cryptocurrency treasury strategy, including its participation in DeFi protocols, and future performance, and all other statements that are not historical facts, or that are intended to be forward looking statements, should be read as forward looking statements . There are risks associated with the contemplated transactions, including regulatory and legal uncertainty, risks of loss associated with the industry, line of business, trade, customers, partners, custodians, and vendors of the Company, and other risks . Historical facts are presented without intent to persuade . These statements can be recognized by the use of words such as “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “should,” “would,” “may,” “plan,” “seek”, “will,” “look,” “future,” “assume,” “continue,” or the negative of such terms or other variations thereof, or words of similar substance or meaning . Such forward - looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ from those in the forward - looking statements as a result of various factors and assumptions, that could cause actual results to differ materially from those contained in any forward - looking statement and which are inherently subject to significant uncertainties and contingencies that are or may be difficult or impossible to predict and are or may be beyond our control . The Company and its affiliates, shareholders, controlling persons, directors, officers, employees, agents, advisors and representatives assume no obligation to and do not undertake to update such forward - looking statements to reflect future events or circumstances . All trademarks, service marks, and trade names of any party of their respective affiliates used herein are trademarks, service marks, or registered trade names of such party or its respective affiliate, respectively, as noted herein . Any other product, company names, or logos mentioned herein agree the trademark and/or intellectual property of their respective owners, and their use is not alone intended to, and does not alone imply, a relationship with any party, or an endorsement or sponsorship by or of any party . Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that any party of the applicable rights owner will not assert, to the fullest extent under applicable law, their rights or the right of the applicable owner or licensor to these trademarks, service marks and trade names . Actual results may vary greatly from any assumptions or models built in reliance on this presentation . Results may vary due to market conditions, unforeseen circumstances, competition, an unforeseen change in how regulators in the USA or elsewhere categorize ETH, and results are subject to a multitude of risks, uncertainties, and changes . Those include but are not limited to, market conditions, the regulatory landscape defining the particular digital asset, the value of ETH, the ongoing security of the Ethereum ecosystem, technical and custodial risks, and other risks of loss . Recipients of this presentation must not construe anything contained herein as constituting financial, investment, legal, tax or other advice of any kind . Recipients should seek advice from their own advisors as to these matters . For a description of the risks relating to an investment in the Company, we refer you to the “Forward - Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s periodic and current filings with the SEC, including Form 10 - Qs, Form 10 - Ks and Form 8 - Ks, filed with the SEC available at www . sec . gov .

BORN FROM ETHEREUM . BUILT FOR EVERYONE .

# 4 THE WORLD IS MOVING ON - CHAIN: ETHEREUM LEADS The New Digital Reserve Asset – ETH is scarce, predictable, and productive through staking — combining the qualities of gold, Treasuries, and fixed income into one asset. Collateral & Infrastructure at Scale – ETH secures ~$80B+ 1 through DeFi protocols, underpins stablecoin settlement ($6T+ annually) 2 , and powers the tokenization of real - world assets. Institutional Adoption Is Here – BlackRock, JPMorgan, Fidelity, and even sovereigns are building on Ethereum, with spot ETH ETFs now approved in the U.S. Global capital, real - world assets, and financial infrastructure are converging on Ethereum, creating unprecedented growth opportunities (1) Source: DeFiLlama (2) Source: Allium # 1 # 2 # 3

# 5 ETHEREUM THE SETTLEMENT LAYER FOR DIGITAL FINANCE ETH is the productive asset that powers and secures the world’s leading decentralized financial system; ETH is Digital Oil # ETH is the native asset of Ethereum, serving as both the network’s reserve currency and productive collateral. It secures the blockchain, powers stablecoins and DeFi, and generates yield through staking. # Ethereum is the world’s leading programmable settlement network, powering stablecoins, decentralized finance, and the tokenization of real - world assets. # ETH offers a unique investment profile: a scarce reserve asset that accrues value as Ethereum adoption expands. # 1 Growing demand for stablecoins # 3 Greater use of ETH as collateral # 2 More stablecoins put to work on Ethereum # 5 More institutions build products on Ethereum # 4 ETH price and Ethereum security strengthen Source: Electric Capital

# 6 STABLECOINS ARE DRIVING ON - CHAIN ACTIVITY (1) Source: Artemis as of 9/25/2025 (2) Source: DeFiLlama With $200B+ outstanding and trillions settled annually, the growth of stablecoins reinforces ETH as core financial infrastructure, creating sustained demand and greater liquidity for holders. # Ethereum hosts ~55% of all stablecoins 2 Stablecoin Supply By Chain ($millions) 1 0 50,000 100,000 150,000 200,000 250,000 300,000 2020 2021 2022 2023 2024 2025 Millions Ethereum Arbitrum Base Tron Solana BNB Chain Polygon PoS Avalanche C-Chain Aptos TON Other (11)

# 7 ETHEREUM SCALES THROUGH LAYER 2’S Source: Artemis As activity grows on L2 networks like Arbitrum , Optimism, and Base, Ethereum’s role as the settlement layer is reinforced, driving demand, deeper liquidity, and greater institutional legitimacy. Stablecoin Transfer Volume ($millions) 0 1,000,000 2,000,000 3,000,000 4,000,000 5,000,000 6,000,000 2020 2021 2022 2023 2024 2025 Ethereum Arbitrum Base OP Mainnet Mantle Avalanche C-Chain BNB Chain Celo HyperEVM Kaia Katana Polygon PoS Ripple Sei Network Solana Sonic Stellar Sui TON Tron Aptos

# 8 ETHEREUM’S GROWTH OVER THE LAST DECADE Source: Artemis ETHZ is positioned to capitalize on Ethereum’s growth, providing investors exposure alongside enhanced yield opportunities to drive overall returns. 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 5,000 2015 2017 2019 2021 2023 2025 Price per ETH ($USD)

# 9 ETHZ IS A BRIDGE CONNECTING DEFI AND TRADFI ETHZ packages Ethereum yield and tokenization into a vehicle that meets institutional standards for governance, reporting, and management. Through Electric Capital with scale - driven access, ETHZ actively stakes and allocates treasury assets across leading Ethereum protocols. ETHZ aims to bring real - world assets on - chain, creating new collateral and yield streams that expand Ethereum’s financial ecosystem. INSTITUTIONAL - GRADE STRUCTURE DEFI - NATIVE DEPLOYMENT TOKENIZATION ENGINE As institutions move into Ethereum, ETHZ gives public investors access to the yield and tokenization strategies that are otherwise hard to reach.

# 10 OUR VISION IS TO BUILD THE LEADING DIGITAL ASSET TECHNOLOGY COMPANY ENABLED BY ETH ETHZilla is the next generation Ethereum based technology company: a digital platform powered by ETH, designed to generate differentiated cash flow and bring real - world assets on - chain. # Enhanced Yield – Staking ETH and deploying treasury positions into DeFi protocols to generate sustainable, compounding cash flow in ETH # Tokenization – Acquiring, monetizing, and tokenizing real - world assets (RWAs) to create new on - chain cash flows # Access – Scale and partnerships unlock participation in high - value DeFi opportunities and integrations not generally available to individual investors Staking and DeFi Yield RWA Tokenization ETH Appreciation Active DeFi Deployment

# 11 ETHZ bridges TradFi and DeFi, enabling yield, diversification, and growth. Institutional Capital, Tokenizable RWAs ETHZ IS A BRIDGE CONNECTING DEFI AND TRADFI Structured exposure Yield, Tokenized RWAs, Growth Deployment, Integration, Tokenization Structured Exposure Yield, Tokenized RWAs, Growth RWAs Tokenized RWAs TradFi DeFi

# 12 ETHZ’S YIELD ALLOCATION STRATEGY Notes: ETH was purchased at an average price of $3,949 as of 9/26/25.. (1) Earning rewards by validating and securing one or mor e blockchain protocols. Past performance is not indicative of future performance. Staking and Liquid Staking yield is subject to fluctuation as result of numerous factors, many of which are outside of our control, i ncl uding changes in network activity, the total amount of ETH staked, transaction fees, and protocol adjustments. (2) Total ETH & ETH Equivalents Held includes ETH the Company has entered into agreements to purchase. (3) USD Allocation is valued at the CME CF Ether reference rate of $3,945 as of 9/26/25. ETHZ puts ETH to work across protocols, compounding value through yield generation rather than simple price appreciation. USD Allocation 3 ETH Allocation Yield Protocol $51mm 12,837 Protocol 1 Staking / restaking 1 $193mm 48,800 Protocol 2 Staking / restaking 1 $42mm 10,600 Protocol 3 Staking / restaking 1 $118mm 30,036 ETH 2 $404mm 102,273 Total 13% 48% 10% 29% Protocol 1 Protocol 2 Protocol 3 ETH As of September 26, 2025

# 13 ETHZ KEY METRICS m NAV 1 Notes: All values in USD and in millions, as of 9/26/2025, unless otherwise noted. (1) See Appendix for a description of thes e m etrics. (2) Consists of Convertible Debt and OTC Swap. (3) ETH NAV is valued at the CME CF Ether reference rate of $3,945 as of 9/26/25. $ 402 Market Cap $ 569 Total Cash & Cash Equivalents Held $ 556 Total USD Debt 2 .96x mNAV Multiple $ 404 ETH NAV 3 $ 389 Enterprise Value (EV)

# 14 SUM OF THE PARTS VALUATION STEPS FOR ETHZ # 1 Begin with Cash Flow Multiple applied to ETH Yield Business # 2 ADD Multiple Based Value of USD Based Recurring Cash Flow Business # 3 ADD Multiple Based Value of Real - World Asset Yield Business # 4 ADD USD ASSETS Plus ETH ASSETS SUBTRACT Debt # 5 SUM the Four Parts to generate TOTAL VALUE # 6 DIVIDE by Total Shares Outstanding

THANK YOU

APPENDIX

# 17 APPENDIX The Company uses ETH NAV and mNAV , to help assess the performance of its strategy of acquiring and deploying ETH and ETH Equivalents in a manner the Company believes is accretive to shareholders . The Company believes that ETH NAV and mNAV can assist investors in understanding how the Company chooses to fund purchases of and deploy ETH and ETH Equivalents and the value created by such purchases . These metrics have inherent limitations including not taking into account that our assets are subject to all existing and future liabilities . These metrics are not, and should not be understood as, financial performance, valuation, or liquidity measures . These metrics may not be comparable to similarly titled measures of other companies . Other companies, including other companies with digital asset treasuries, may calculate these or similarly titled metrics differently, limiting the usefulness of those measures for comparative purposes . As used by the Company : # ETH NAV : Represents the total number of ETH and ETH Equivalents the Company holds as of a specified date multiplied by the current market price of one ETH (or the price of one ETH as of the date indicated based on the CME CF Ether Dollar Reference Rate) . It does not take into account or include the Company's indebtedness . # mNAV : Represents Enterprise Value (EV) divided by ETH NAV as of the specified date . EV is calculated as (A) the total market value of all outstanding ETHZ common stock, calculated by multiplying the number of outstanding shares of common stock by the closing price on the Nasdaq Capital Market on the applicable date . the closing price on the Nasdaq Capital Market on the applicable date, plus (B) the aggregate principal amount of the Company’s indebtedness, less (C) the Company’s Cash & Cash Equivalents . These measures are not, and should not be understood as, financial performance, valuation or liquidity measures . Specifically, although each of these measures incorporates the label “NAV,” they are not equivalent to “net asset value” or “NAV” or any similar metric in the traditional financial context . ௗ Additionally, each of these measures is not a measure of the amount by which the enterprise value exceeds net asset value in the traditional financial sense of those terms . ௗ The trading price of the Company’s common stock is informed by numerous factors in addition to Company’s ETH holdings and its actual or potential shares of common stock outstanding, and as a result, the trading price of the Company’s securities can deviate significantly from the market value of the Company’s ETH, and neither ETH NAV nor mNAV , are indicative or predictive of the trading price of the Company’s securities . Investors should rely on the financial statements and other disclosures contained in the Company’s SEC filings . In particular, the Company has adopted Accounting Standards Update No . 2023 - 08 , Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350 - 60 ) : Accounting for and Disclosure of Crypto Assets (“ASU 2023 - 08 ”), which requires that the Company measure its ETH holdings at fair value in its statement of financial position as of the end of a reported period, and recognize gains losses from changes in the fair value in net income for the reported period . As a result, the Company recognizes gains and losses from changes in the fair value of our ETH holdings in net income each reporting period, which may create significant volatility in our reported earnings and decrease the carrying value of our digital assets, which in turn could have a material adverse effect on the market price of the Company’s common stock . Conversely, any sale of ETH at prices above our carrying value for such assets creates a gain for financial reporting purposes even if the Company would otherwise incur an economic or tax loss with respect to such transaction, which also may result in significant volatility in the Company’s reported earnings . As noted above, these metrics are narrow in their purpose and are used by management to assist it in assessing whether the Company is raising and deploying capital in a manner accretive to shareholders solely as it pertains to its ETH holdings . These metrics are merely supplements, not substitutes to the financial statements and other disclosures contained in the Company’s SEC filings . They should be used only by sophisticated investors who understand their limited purpose and many limitations . ௗ